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Indemnification Agreement B/t Co & Directors

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Exhibit 10.16


EMS TECHNOLOGIES, INC.


DIRECTOR'S
INDEMNIFICATION AGREEMENT


THIS AGREEMENT is made as of July 31, 1998, between EMS Technologies, Inc., a Georgia corporation ("Corporation'(3)), and [ ]("Director")


WHEREAS, Director serves as a member of the Board of Directors
of the Corporation and in such capacity is expected to perform a
valuable service; and


WHEREAS, the Corporation's Bylaws (the "Bylaws") provide for
the


indemnification of the directors of the Corporation pursuant to
Sections 14-2-850 through 14-2-856 of the Georgia Business


Corporation Code, as amended to date (the "State Statute"); and


WHEREAS, the Bylaws and State Statute specifically contemplate
that contracts may be entered into between the Corporation and the
members of its Board of Directors with respect to indemnification of
such directors; and


WHEREAS, in accordance with the authorization provided by the
State Statute and Bylaws, the Corporation may from time to time
purchase and maintain a policy of director and officer liability
insurance ("D & 0 Insurance"), covering certain liabilities that may be
incurred by its directors and officers in the performance of their
duties to the Corporation; and


WHEREAS, the terms and availability of D & 0 Insurance present
questions concerning the adequacy and reliability of the protection
afforded to directors thereby; and


WHEREAS, in order to provide to Director assurances with
respect to the protection provided against liabilities that he may
incur in the performance of his duties to the Corporation, and to
thereby induce Director to serve as a member of its Board of Directors,
the Corporation, by its Board of Directors acting pursuant to
shareholder authorization, has determined and agreed to enter into this
contract with Director.


NOW, THEREFORE, in consideration of Director's continued
service as a director from the date hereof until such service
terminates as provided in the Bylaws, the parties hereto agree as
follows:


1. Maintenance of Insurance.


(a) Subject only to the provisions of Section 1(b) hereof, the Corporation
hereby agrees that, so long as Director shall continue to serve as a
director of the Corporation, and thereafter so long as Director shall
be subject to any possible claim or threatened, pending or completed
action, suit or proceeding, whether civil, criminal or investigative,
by reason of the fact that Director was a director of the Corporation
(or while a director served in any other capacities with or at the
request of the Corporation), the Corporation will purchase and maintain
in effect for the benefit of Director one or more valid, binding and
enforceable policy or policies of D & 0 Insurance providing coverage on
terms and conditions that are commercially reasonable and available
from time to time.


(b) The Corporation shall not be required to maintain said policy or
policies of D & 0 Insurance in effect if said insurance is not
reasonably available or if, in the reasonable business judgment of the
Board of Directors, either (i) the premium cost for such insurance is
substantially disproportionate to the amount of coverage, or (ii) the
coverage provided by such insurance is so limited by exclusions that
there is insufficient benefit from such insurance.


2. Board-Authorized Indemnification. The
Corporation hereby agrees to hold harmless and indemnify
Director to the full extent that the State Statute, or any
amendment thereof or other statutory provision adopted after
the date hereof, authorizes such indemnification by action of
the Board of Directors without shareholder approval. Such
indemnification, and the conditions and limitations thereon
set forth in the State Statute shall not in any respect limit,
condition or otherwise restrict the indemnification set forth
in Section 3 hereof.


3. Shareholder-Authorized Indemnification.
Subject only to the exclusions set forth in Section 4 hereof,
and in addition to the indemnity specified in Section 2 hereof
(but without duplication of payments with respect to
indemnified amounts), the Corporation hereby further agrees to
hold harmless and indemnify Director against any and all
expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
Director in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including an action by or in
the right of the Corporation) to which Director is, was or at
any time becomes a party, or is threatened
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